PROFESSIONALLY MANAGED PORTFOLIOS
497, 2000-05-19
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                       DUNCAN-HURST AGGRESSIVE GROWTH FUND
                     DUNCAN-HURST LARGE CAP GROWTH-20 FUND,
                   SERIES OF PROFESSIONALLY MANAGED PORTFOLIOS

                          SUPPLEMENT DATED MAY 26, 2000
                       TO PROSPECTUS DATED MARCH 31, 1999


     1. On May 26,  2000,  Duncan-Hurst  Large Cap  Growth-20  Fund  will  begin
offering  Class I shares for sale.  On  September  21,  1999,  the  Duncan-Hurst
Aggressive  Growth Fund began offering  Class I shares for sale.  Class I shares
are offered  primarily for direct  investment  by investors  such as pension and
profit-  sharing plans,  employee  benefit trusts,  endowments,  foundations and
corporations.  You may open a Class I Fund account with a minimum  investment of
$1  million  and add to your  account  at any time with  $100,000  or more.  The
minimum investment requirements may be waived from time to time by the Funds.

     2. The following  replaces the section AFees and Expenses@ on pages 3 and 4
of the Funds' Prospectus:

                                FEES AND EXPENSES

THIS TABLE  DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
SHARES OF THE FUNDS.

<TABLE>
<CAPTION>
                                                         LARGE CAP               AGGRESSIVE
                                                       GROWTH-20 FUND            GROWTH FUND
                                                    --------------------     --------------------
                                                    Class R      Class I     Class R      Class I
                                                    Shares       Shares      Shares       Shares
                                                    ------       ------      ------       ------
<S>                                                  <C>          <C>         <C>           <C>
SHAREHOLDER FEES
(fees paid directly from your investment)

Maximum sales charge (load) imposed on purchases     None         None        None          None
Maximum deferred sales charge (load)                 None         None        None          None

ANNUAL FUND OPERATING EXPENSES*
(expenses that are deducted from Fund assets)

Management Fees                                      1.00%        1.00%       1.00%         1.00%
Distribution and Services (12b-1) Fees               0.25%        None        0.25%         None
Other Expenses                                       2.50%        2.50%       2.50%         2.50%
                                                   ------       ------      ------        ------
Total Annual Fund Operating Expenses                 3.75%        3.50%       3.75%         3.50%
Fee Reduction and/or Expense Reimbursement          (2.27)%      (2.27)%     (2.27)%       (2.27)%
                                                   ------       ------      ------        ------
Net Expenses                                         1.48%        1.23%       1.48%         1.23%
                                                   ======       ======      ======        ======
</TABLE>

- ----------
*  Other  Expenses are  estimated  for the first  fiscal year of each Fund.  The
   Adviser has  contractually  agreed to reduce its fees and/or pay  expenses of
   each Fund for an  indefinite  period  to ensure  that  Total  Fund  Operating
   Expenses  for each class of shares  will not exceed the net  expense  amounts
   shown.  The Adviser reserves the right to be reimbursed for any waiver of its
   fees or expenses  paid on behalf of the Funds if a Fund=s  expenses  are less
   than the limit  agreed to by the  Funds.  The  Trustees  may  terminate  this
   expense reimbursement arrangement at any time.
<PAGE>
EXAMPLE

This  example is intended to help you compare the cost of investing in shares of
the Funds with the cost of investing in other mutual funds.

This  Example  assumes  that you invest  $10,000 in a Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Example also assumes that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, under the assumptions, your costs would be:

                                                1 Year              3 Years
                                          -----------------    -----------------
                                          Class R   Class I    Class R   Class I
Duncan-Hurst Large Cap Growth-20 Fund       $151      $125       $468      $390
Duncan-Hurst Aggressive Growth Fund         $151      $125       $468      $390

     3. The third  paragraph  under the section "How to Buy Shares" on page 9 of
the  Funds'  Prospectus  refers to Class R shares  only.  Further,  only Class R
shareholders  may  choose to enroll in the  Automatic  Investment  Plan as it is
described on page 11 of the Funds' Prospectus.

     4.  Shareholders  of the Funds may  exchange  their  shares  for  shares of
Duncan-Hurst  International Growth Fund ("International Fund") or for shares for
shares of Duncan-Hurst  Technology Fund ("Technology Fund"). These exchanges are
subject to the same terms and  conditions  as set forth  under "How to  Exchange
Shares" on page 11 of the Funds'  Prospectus.  Before  making an  investment  in
either the International Fund or the Technology Fund, shareholders should obtain
a copy of the relevant prospectus and read it carefully.

     5. The following is added to page 14 of the Funds' Prospectus:

MULTIPLE CLASS INFORMATION

The Funds offer two classes of shares - the Institutional  Class ("Class I") and
the Retail Class ("Class R").  While each class invests in the same portfolio of
securities,  the  classes  have  separate  expense  structures  and  shareholder
privileges.  The net  asset  value of Class I and  Class R  shares  will  differ
because they have different expenses. The difference in the fee structures among
the classes is the result of their separate  arrangements  for  shareholder  and
distribution services and not the result of any difference in amounts charged by
the  Adviser  for  core  investment  advisory  services.  Accordingly,  the core
investment advisory expenses do not vary by class.


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